REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2008 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 24, 2008 (this “Agreement”), is by and between ECHO THERAPEUTICS, INC., a Minnesota corporation (the “Company”), and IMPERIUM MASTER FUND, LTD., a Cayman Islands company (“Imperium”).
SECURITY AGREEMENTSecurity Agreement • March 26th, 2008 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SECURITY AGREEMENT, dated as of March 24, 2008 (this “Agreement”), is by and among Echo Therapeutics, Inc., a Minnesota corporation (the “Company”), and each of the direct or indirect subsidiaries of the Company (whether now or hereafter existing, such subsidiaries, the “Subsidiaries” and, collectively with the Company, the “Debtors”), and Imperium Advisers, LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”), for the benefit of Imperium Master Fund, Ltd. (“Imperium” and collectively with its permitted successors and assigns, the “Holders”) of the Original Issue Discount Notes (the “Notes”), issued by the Company as of the date hereof, pursuant to the Securities Purchase and Loan Agreement, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the “Securities Purchase Agreement”), by and between the Company and Imperium. The Holders and the Collateral Agent are sometimes collectively referred to herein as the
SECURITIES PURCHASE AND LOAN AGREEMENTSecurities Purchase and Loan Agreement • March 26th, 2008 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SECURITIES PURCHASE AND LOAN AGREEMENT, dated as of March 24, 2008 (this “Agreement”), is by and between ECHO THERAPEUTICS, INC., a Minnesota corporation (the “Company”), and IMPERIUM MASTER FUND, LTD., a Cayman Islands company (“Imperium”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 26th, 2008 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SUBSIDIARY GUARANTEE, dated as of March 24, 2008, (this “Guarantee”), is by and among each of the undersigned subsidiaries (together with any other entity that may become an additional guarantor hereunder, the “Guarantors”) of Echo Therapeutics, Inc., a Minnesota corporation (the "Company”), for the benefit of Imperium Advisers, LLC, as collateral agent (in such capacity, the "Collateral Agent”), and the holders (the “Holders”) of the Original Issue Discount Senior Secured Notes (the “Notes”) issued as of the date hereof, pursuant to the Securities Purchase and Loan Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), by and between the Company and Imperium Master Fund, Ltd. (“Imperium”). Capitalized terms used herein and not otherwise defined shall have the respective meanings specified in the Securities Purchase Agreement. The Holders and the Collateral Agent are sometimes collec
Issue Date: March 24, 2008 Warrant No.Warrant • March 26th, 2008 • Echo Therapeutics, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Warrant has been issued pursuant to a Securities Purchase and Loan Agreement, dated as of the date hereof (the “Securities Purchase Agreement”), by and between the Company and the Holder.
